NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Note
1 — Description of Organization and Business Operations
Helix
Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 13,
2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a “Business Combination”).
The
Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early
stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As
of September 30, 2021, the Company had not commenced any operations. All activity for the nine months ended September 30, 2021 relates
to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The
Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will
generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The
registration statement for the Company’s Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020
the Company consummated the Initial Public Offering of 11,500,000 Class A ordinary shares (the “Public Shares”) at $10.00
per Public Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public
Shares, at $10.00 per Public Share, generating gross proceeds of $115,000,000, which is described in Note 4.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 430,000 private placement shares (the “Private
Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Helix Holdings, LLC (the “Sponsor”),
generating gross proceeds of $4,300,000, which is described in Note 5.
Transaction
costs charged to equity amounted to $6,750,447, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees
and $425,447 of other offering costs.
Following
the closing of the Initial Public Offering on October 22, 2020, $115,000,000 ($10.00 per Public Share) from the net proceeds of the sale
of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust
Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended
investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under
Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business
Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more
operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the
amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete
a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities
of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as
an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a
Business Combination.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
The
Company provided the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion
of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to
approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders
will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of
two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain
limitations as. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced
by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).
The
Company will proceed with a Business Combination by seeking shareholder approval, and will proceed if it receives an ordinary resolution
under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who
attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a
shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles
of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”),
and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC
prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the
Sponsor has agreed to vote the Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public
Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares,
without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder
is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the
Public Shares without the Company’s prior written consent.
The
Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares
held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated
Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete
a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to
shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the
opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes,
divided by the number of then issued and outstanding Public Shares.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
The
Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination
Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely
extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if
any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The
Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private
Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the
Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from
the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does
not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price
per Share ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent
any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to
reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not
apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims
under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be
unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm),
prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Liquidity
and Capital Resources
As
of September 30, 2021, the Company had approximately $1.0 million in its operating bank accounts and working capital deficit of approximately
$0.9 million.
Prior
to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of
$25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to
$300,000 from the Sponsor pursuant to a promissory note, and the proceeds from the consummation of the Private Placement not held in
the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an
affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the
Company Working Capital Loans (see Note 6). As of September 30, 2021, there were no amounts outstanding under any Working Capital
Loan.
In connection with the Company's
assessment of going concern considerations in accordance with FASB's Accounting Standards Update (“ASU”) 2014-15, “Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern,” management has determined that if the Company is unable
to complete a Business Combination by November 12, 2022, then the Company will cease all operations except for the purpose of liquidating.
The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company's ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after
November 12, 2022.
Note
2 – Revision of Previously Issued Financial Statements
In
connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should
revise its financial statements to classify all Public Shares in temporary equity. In accordance with the SEC and its staff’s guidance
on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control of the Company require
ordinary shares subject to redemption to be classified outside of permanent equity. The Company previously determined the Class A
ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also
taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not
consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements,
the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing,
the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes accretion from the initial book value
to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.
As
a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment
to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional
paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. The Company will present this revision
in a prospective manner in all future filings. Under this approach, the previously issued Initial Public Offering Balance Sheet and Form
10-Q’s will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent
with the current presentation, and an explanatory footnote will be provided.
In
connection with the change in presentation for the Class A ordinary shares subject to redemption, the Company also revised its income
(loss) per ordinary share calculation to allocate net income (loss) evenly to Class A and Class B ordinary shares. This presentation
contemplates a Business Combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the
income (loss) of the Company.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
There
has been no change in the Company’s total assets, liabilities or operating results.
The
impact of the revision on the Company’s financial statements is reflected in the following table.
Balance Sheet as of December 31, 2020 (Audited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Revised
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
107,483,710
|
|
|
$
|
7,516,290
|
|
|
$
|
115,000,000
|
|
Class A ordinary shares
|
|
$
|
118
|
|
|
$
|
(75
|
)
|
|
$
|
43
|
|
Additional paid-in capital
|
|
$
|
5,090,437
|
|
|
$
|
(5,090,437
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(90,838
|
)
|
|
$
|
(2,425,778
|
)
|
|
$
|
(2,516,616
|
)
|
Total Shareholders’ Equity (Deficit)
|
|
$
|
5,000,005
|
|
|
$
|
(7,516,290
|
)
|
|
$
|
(2,516,285
|
)
|
Number of Class A ordinary shares subject to possible redemption
|
|
|
10,748,371
|
|
|
|
751,629
|
|
|
|
11,500,000
|
|
Note
3 — Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote
disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes
necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the
accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary
for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K
as filed with the SEC on March 31, 2021, which contains the audited financial statements and notes thereto. The interim results for the
three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December
31, 2021 or for any future periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more
current information becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2021.
Offering
Costs
Offering
costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the
Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based
on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued
were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial
Public Offering (see Note 1).
Class
A Ordinary Shares Subject to Possible Redemption
The
Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject
to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares
(including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times,
ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption
rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,
an aggregate of 11,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of
the shareholders’ equity section of the Company’s balance sheets at September 30, 2021 and December 31, 2020.
The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares
to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company
recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary
shares resulted in charges against additional paid-in capital and accumulated deficit.
At
September 30, 2021 and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled
in the following table:
Gross proceeds
|
|
$
|
115,000,000
|
|
Less:
|
|
|
|
|
Class A ordinary shares issuance costs
|
|
|
(6,750,445
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
|
6,750,445
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
115,000,000
|
|
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Income
Taxes
The
Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to
financial accounting and reporting for income taxes.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the
Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented. The Company’s management does not expect the total amount of unrecognized tax
benefits will materially change over the next twelve months.
Net
Income (Loss) Per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss)
per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.
The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A
ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
The
calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial
Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.
As of September 30, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially,
be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary
share is the same as basic net loss per ordinary share for the periods presented.
The
following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
|
|
Three Months Ended
September 30,
2021
|
|
|
Nine Months Ended
September 30,
2021
|
|
|
For the
Period from
August 13,
2020 (Inception)
Through
September 30,
2020
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net loss per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss, as adjusted
|
|
$
|
(1,685,772
|
)
|
|
$
|
(406,253
|
)
|
|
$
|
(1,869,999
|
)
|
|
$
|
(450,650
|
)
|
|
$
|
—
|
|
|
$
|
(5,000
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
11,930,000
|
|
|
|
2,875,000
|
|
|
|
11,930,000
|
|
|
|
2,875,000
|
|
|
|
—
|
|
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
(0.00
|
)
|
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Concentration
of Credit Risk
Financial instruments that potentially subject the Company to concentrations
of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation
coverage amount of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed
to significant risks on such accounts.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximate the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their
short-term nature.
Recent
Accounting Standards
In
August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts
to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early
adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results
of operations or cash flows.
Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the Company’s condensed financial statements.
Note
4 — Initial Public Offering
Pursuant
to the Initial Public Offering, the Company sold 11,500,000 Public Shares, which included the full exercise by the underwriters of their
over-allotment option in the amount of 1,500,000 Public Shares, at a purchase price of $10.00 per Public Share generating gross
proceeds of $115,000,000.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Note
5 — Private Placement
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 430,000 Private Placement Shares at a price of
$10.00 per Private Placement Share, for an aggregate purchase price of $4,300,000. A portion of the proceeds from the Private Placement
Shares were added to the proceeds from the Initial Public Offering held in the Trust Account.
Note
6 — Related Party Transactions
Founder
Shares
On
August 19, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750
Class B ordinary shares. On March 31, 2021, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares, resulting
in the Sponsor holding 2,875,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred
30,000 Founder Shares to each of its independent directors. As a result of the underwriters’ election to fully exercise their over-allotment
option, 375,000 Founder Shares are no longer subject to forfeiture.
The
Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares
until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination,
(x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation,
merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their
Class A ordinary shares for cash, securities or other property.
Administrative
Services Agreement
Commencing
on October 22, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, administrative
services and remote support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these
monthly fees. For the three months and nine months ended September 30, 2021, the Company incurred and accrued $30,000 and $90,000 in
fees for these services, respectively. For the period from August 13, 2020 (inception) through September 30, 2020, the Company did not
incur any fees for these services. A total of $110,000 and $20,000 are included in accrued expenses in the accompanying condensed balance
sheets as of September 30, 2021 and December 31, 2020.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion
of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares.
In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to
repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September
30, 2021, the Company had no outstanding borrowings under the Working Capital Loans.
Note
7 — Commitments and Contingencies
Risks
and Uncertainties
Management
continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a
target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Registration
Rights
Pursuant
to a registration rights agreement entered into on October 19, 2020, the holders of the Founder Shares and Private Placement Shares that
may be issued upon conversion of Working Capital Loans will be entitled to registration rights require the Company to register a sale
of any of the Company’s securities held by them. The holders of these securities will be entitled to make up to three demands,
excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration
rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s
securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
underwriters are entitled to a deferred fee of $0.35 per Share, or $4,025,000 in the aggregate. The deferred fee will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
Note
8 — Shareholders’ Equity
Preference
Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with
such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.
Class A
Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value
of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December
31, 2020, there were 430,000 Class A ordinary shares issued or outstanding, excluding 11,500,000 Class A ordinary shares subject
to possible redemption.
Class B
Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value
of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30, 2021 and
December 31, 2020, there were 2,875,000 Class B ordinary shares issued and outstanding, respectively.
Holders
of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted
to a vote of shareholders, except as required by law.
In
a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the
votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary
shares will have one vote for every Class A ordinary share.
The
Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following
the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary
shares or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A
ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A
ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination,
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued upon conversion of Working Capital
Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Note
9 — Fair Value Measurements
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:
|
Level 1:
|
Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
|
|
|
Level 2:
|
Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
and quoted prices for identical assets or liabilities in markets that are not active.
|
|
|
|
|
Level 3:
|
Unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The
Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments
- Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to
hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted
for the amortization or accretion of premiums or discounts.
At
September 30, 2021, assets held in the Trust Account were comprised of $115,040,353 in money market funds which are invested primarily
in U.S. Treasury securities. During the nine months ended September 30, 2021, the Company withdrew $14,917 of interest income from the
Trust Account to pay for taxes.
At
December 31, 2020, assets held in the Trust Account were comprised of $457 in cash and $115,014,460 in U.S. Treasury securities. During
the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31,
2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding
gains and fair value of held-to-maturity securities at September 30, 2021 and December 31, 2020 are as follows:
|
|
Held-To-Maturity
|
|
Amortized
Cost
|
|
|
Gross
Holding
Gain
|
|
|
Fair Value
|
|
December 31, 2020
|
|
U.S. Treasury Securities (Matured on 1/21/21)
|
|
$
|
115,014,460
|
|
|
$
|
1,417
|
|
|
$
|
115,015,877
|
|
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September
30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
|
|
Fair Value
|
|
Assets:
|
|
|
|
Investments held in Trust Account
|
|
$
|
115,040,353
|
|
HELIX
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER
30, 2021
(Unaudited)
Note
10 — Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the
financial statements were issued.
On
October 4, 2021, the Company announced that it entered into a Business Combination Agreement (the “Business Combination Agreement”),
by and among Helix, MoonLake Immunotherapeutics AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register
of the Canton of Zug, Switzerland under the number CHE-433.093.536 (“MoonLake”), the existing equityholders of MoonLake (collectively,
the “ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of Helix (the “Sponsor”),
and the representative of the ML Parties.
Following
completion (the “Closing” and the date of Closing, the “Closing Date”) of the Business Combination
contemplated by the Business Combination, (i) the existing equityholders of MoonLake will retain their equity interests in MoonLake
(except as noted in the Company’s Form 8-K filed on October 4, 2021) and will receive a number of non-economic voting shares
in Helix determined by multiplying the number of MoonLake Ordinary Shares held by them immediately prior to the Closing by the
Exchange Ratio; (ii) ) certain equityholders of MoonLake (the “BVF Shareholders”) will assign all of their MoonLake
common shares to Helix and Helix will issue to the BVF Shareholders an aggregate number of Helix class A ordinary shares equal
to the product of such number of assigned MoonLake common shares and the Exchange Ratio; and (iii) Helix will receive a controlling
equity interest in MoonLake in exchange for making the Cash Contribution. The Exchange Ratio is the quotient obtained by dividing
(a) 360,000,000 by (b) the fully diluted shares of Moonlake prior to the Closing by (c) 10. Substantially all of the assets and
business of MoonLake and Helix will be held by MoonLake as the operating company following the Closing. At the Closing, Helix will
change its name to “MoonLake Immunotherapeutics.”
The
Business Combination has been approved by the boards of directors of each of Helix and MoonLake. The Closing is expected to occur late
in the fourth quarter of 2021 or early in the first quarter of 2022, following the receipt of the required approval by MoonLake’s
and Helix’s shareholders and the satisfaction of certain other customary closing conditions.
On
October 4, 2021, concurrently with the execution of the Business Combination Agreement, Helix entered into subscription agreements (collectively,
the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors” which include an affiliate
of the Sponsor and the BVF Shareholders and their affiliates) pursuant to, and on the terms and subject to the conditions of which,
the PIPE Investors have collectively subscribed for 11,500,000 Helix Class A Ordinary Shares at a price of $10.00 per share, for an aggregate
purchase price of $115,000,000 (the “PIPE”).
The
PIPE is expected to be consummated immediately prior to or substantially concurrently with the Closing of the Business Combination. The
closing of the PIPE is conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business
Combination and the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations
and warranties of Helix and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the
satisfaction of all covenants, agreements, and conditions required to be performed by Helix and the PIPE Investors pursuant to the Subscription
Agreements. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors.
The
Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the
Business Combination Agreement or Investment Agreement is terminated in accordance with its terms; (b) the mutual written agreement of
Helix and the PIPE Investor to terminate its Subscription Agreement; (c) if on the Closing Date, any of the conditions to closing
set forth in the Subscription Agreement are not satisfied or waived, and, as a result thereof, the transactions contemplated in the Subscription
Agreement are not consummated at the Closing; or (d) May 30, 2022.